The Reign of Chaos
by Pocketface
Summary: A long time ago, Butters had created an alter-ego, an outlet for frustrations with a world he could never understand. Now, that alter-ego is back and demanding that Butters get back at the world that has scorned him. Butters/Professor Chaos
1. Prologue

Title: The Reign of Chaos

Fandom: South Park

Pairing(s): Butters/Professor Chaos; Butters/Cartman; Butters/Kenny

Rating: R (swearing, adult themes, abuse, a lot of messed up crap)

Summary: A long time ago, Butters had created an alter-ego, an outlet for frustrations with a world he could never understand. Now, that alter-ego is back and demanding that Butters get back at the world that has scorned him.

Disclaimer: All characters are © Matt and Trey.

Author's Note: Alright, well, here it is! As some of you reader may know, I originally posted this prologue a long time ago and never did anything with it. Well, with the help of a nice review and a lot of contemplation, I'm re-starting TRoC. And don't worry, I already have the first chapter written and will post that shortly. I've tinkered with the original plot a bit and changed some of the pairings more to my current tastes. I don't have everything worked out just yet, but I'm hoping for between ten and fifteen chapters. And seeing as this will be my first(real) chatered fic, I'll be happy to finish it at all, haha.

A'ight I've blabbered on enough! On with the story!

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**Prologue**

Butters Stotch had never been good at things. His whole life he'd been at the bottom of the food chain. He'd never been good at the whole 'common sense' thing and he always managed to be in the wrong place at the wrong time. He'd come to terms with the fact that things hardly ever went in his favor, and even when they did there was always some extra cost. He was okay with that.

Butters had always believed firmly in karma, in 'what goes around comes around'. He was a hopeless optimist, and he was always trying to please people. He'd always been taught that vengeance, anger was a sin and good boys didn't seek revenge. In his opinion he deserved every beating, every snide comment, every grounding. Even if he didn't understand the reasoning in the slightest, he wouldn't be punished unless he deserved it.

So for every time he was called a name, every punch that was thrown his way, every mean look shot in his direction, he would wince, sure. Tears would come to his eyes at the punches (because goshdangit they hurt) but he would never seek vengeance. He was sure he'd done something to deserve it.

A long time ago he'd tried to get back at the world that had scorned him; pitiful attempts that were pathetic at best. As a child he had turned to a bizarre alter-ego to let out frustrations. When he grew he cast away such silly things, but that need stayed around. That part of him that held to revenge, that craved to punch back. Butters ignored this little inkling vehemently, even as it insisted that he screw the world for treating him so. But Butters didn't screw the world, didn't retaliate because that was what was right. If he could take solace in one thing, it would be the sense that he knew he had done what was right. What he believed to be right.

Butters packed each shred of anger away in the back of his mind, and with each addition that voice grew. What had started as an inkling turned into a voice yelling in his ear. It became harder and harder to refuse the voice, it became harder and harder to not seek revenge. Every so often somebody would take him a step too far (usually Cartman) and Butters would retaliate.

By the time his seventeenth birthday rolled around the voice was no longer just a voice. It had a personality, it had emotions, and it had a name.

Professor Chaos was spiraling out of control and Butters feared that nothing, not even himself, could stop it.

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Tell me what you think! Reviews are love!

Michelle


	2. Chapter I

Whooooooo, here we go! Chapter one, hoooo! This one turned out a bit long(3,309 words!) but I like it that way. I'm not sure if I'll keep that up or not, it might end up getting tedious and fitting too much plot into each chapter. Well, whatever, we're only just starting!

Uhhh, about this chapter? It's basically... Introducing the plot! Wow!

Toot toot! All aboard for READING! :D

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**I**

"Okay? Does everybody get that?" The classroom was dead silent, and the old, wrinkly math teacher took that as a 'yes' and went on.

It was first period Algebra II, on a Monday, and the teacher's voice was like a lullaby. The kids who hadn't given up and fallen asleep weren't paying attention, not even Butters. Butters had stopped taking notes ten minutes ago. Cartman was in the seat ahead of him, sleeping soundly, and even though Butters knew he would be pressed for the notes later he couldn't bring himself to concentrate. To his right Kenny was sleeping too, and Butters smiled a little seeing the peaceful face inside the hood, dirty-blonde strands falling over his eyes. Stan, to his right, was asleep too, though he had put up some kind of fight because his chin was still perched in his palm. Kyle was in the seat in front of Stan, the only of his friends who was still awake. He was bent over his desk, working diligently on the physics homework he had forgotten last night. Butters had offered to lend him his but Kyle had refused. Good ol' moral Kyle. Butters glanced down at his notes, where example equations and definitions had slowly dissolved into doodles.

Most of them were of Cartman, and as Butters glanced over them he blushed to himself, glancing at the fat boy in the desk ahead of him. He was sound asleep but Butters was still wary. And they weren't very recognizable Cartmans; Butters had done that on purpose. They were skinny, for one, with soft, sweet expressions. You probably wouldn't be able to recognize them if you glanced. But there was a definite Butters in most of them. One in particular, where a Prince-Charming-esque Cartman was carrying a wedding-dress-clad Butters across the threshold. The Butters was grinning and blushing; the Cartman was looking down on his bride adoringly. Butters frowned at this image, and then up at the boy in front of him, then back down at the paper. He sighed, resting his chin in his hand and writing 'Who am I kidding?' under the doodle.

He was just starting a new drawing when the bell sounded, making him jump. Stan jerked awake with a gasp, blinking around. Cartman groaned, slowly stirring from his sleep and raising his arms to yawn hugely. Butters' eyes were drawn to the giant awakening; he was reminded of a mountain magically coming to life. He averted his eyes, chewing his lip and reloading his notebook and folder into his bag. He never noticed Kenny's eyes intently on him.

"Hey, Butters? Can I see your physics worksheet after all? I didn't finish mine and I wanna check my answers." Kyle asked, looking expectant.

"Oh, sure, Kyle!" Butters answered cheerily, raising his book bag to rifle through it. He pulled out the worksheet and handed it over to Kyle, who smiled thankfully. Then Cartman reached over and snatched Butters' bag from him, only getting a slight whimper in protest.

"Hey, Butters? Can I borrow your math notes? I just could _not_ concentrate during class!" Cartman said in that sickeningly-sweet-mocking voice of his while he rummaged through Butters' bag. Kyle grumbled, shooting Cartman a glare before swinging his backpack over his shoulder and leaving the classroom, a still-sleepy Stan in tow.

"Eric, whuh-!" Butters started to protest, but fell silent, shoulders drooping. He was going to get it later.

"Don't be a dick, Cartman." Kenny scolded and Cartman made a face at him. The fat boy tossed the bag back to Butters, who fumbled to catch it.

"Yeah, actually I think I might stop being a _dick_ so you won't _suck_ me." Cartman spat back, earning a glower from the blonde.

"I would never suck your dick, Cartman." Kenny corrected matter-of-factly, following Cartman out of the room. Cartman scoffed and Butters toddled off after the two, only half-listening to them bicker.

"Oh, Faggot! -I mean Butters!" Butters' heart skipped a beat at the yell, knuckles turning white on the door of his locker. He had been waiting all day for this, but he couldn't ever really prepare himself for it. He should be used to it by now. He turned his expression stony when he turned to face Cartman.

"I just wanted to return your math notes to you." Cartman started to hand over the notebook and Butters reached out to grab it but Cartman pulled it away.

"Oh, but wait! What's this? Drawings of Butters being super-mega-fag-tastic with some hunk?" Cartman was speaking loudly on purpose and Butters' face was slowly turning crimson, "Who is this supposed to be, Butters? Some internet fuckbuddy?" Cartman laughed obnoxiously, holding the notebook higher than Butters could reach. Butters sighed angrily, frowning and fisting his hands at his sides.

"Give it back, Eric." Butters demanded, a strange darkness in his voice. Cartman paused, raising an eyebrow at the blonde.

"Or what?" Cartman scoffed, looking Butters up and down, a mocking smirk tugging at the corner of his lips. Butters seemed to shake with barely-controlled anger.

_Punch that smirk off his face,_ hissed a voice in his head, and his right fist twitched at his side. Cartman looked a bit wary now, taking a step back.

"No!" Butters cried, squeezing his eyes tightly closed and clutching his right arm with his left. Cartman glanced around, a bit freaked out.

"Leave him alone, Cartman." interjected Kenny, stepping up beside Cartman and frowning at him. He snatched the notebook from the brunette, glancing over the ages and smiling a bit. Butters wasn't paying attention though, he was still gripping his arm tightly and shaking, breath panicked.

"You're a freak, Butters." Cartman commented, ignoring Kenny. Butters glanced up, eyes dashing from the fat boy to the blonde. Kenny tilted his head a little, looking concerned. He stepped forward, putting a comforting hand on Butters' shoulder. At the touch Butters shook, releasing his arm suddenly and gasping.

"You alright, bud?" Kenny asked, peering into Butters' face. Butters blinked at Kenny, as if only just noticed he had walked up. Kenny handed over the notebook and Butters looked down at it cluelessly.

"What? Oh, uh, yeah..." Butters trailed off, suddenly remembering what had been going on, "Thanks." he gestured to the notebook, giving Kenny a warm smile. He turned back to his locker, stuffing a few things into his backpack and puling on his coat. Cartman glanced between the blondes, frowning that his fun had been squashed.

"Butters, you're a faggot. And Kenny, you're a faggot-lover. Which makes you just as bad." Cartman scolded knowingly, shaking his head. Kenny rolled his eyes, patting Butters. Butters smacked his locker shut with a loud clang, frowning at Cartman. The chubby boy frowned back, then sighed dramatically and turned on his heel.

"Come on, Butters." Cartman commanded, snapping. He was calling Butters like he was his dog, his possession. Kenny frowned and looked over at the blonde, who blinked once and smiled sheepishly.

"Um, bye." Butters said quietly, taking off in a jog after Cartman, turning back once to give Kenny a pleasant wave. Kenny was left standing there, slightly baffled and slightly angry.

When Butters caught up to Cartman he stayed a few steps behind, chewing his lip and holding onto his backpack straps with both hands. He felt like he should apologize, but he knew that would only get him more teasing.

"Butters!" Kenny called suddenly, and Butters stopped and turned, blinking at the blonde as he jogged towards him.

"What is it?" Butters asked, slightly alarmed.

"Butters, why do you always follow him?" Kenny asked with a frown, glancing over Butters' should at Cartman(who hadn't noticed that utters wasn't behind him anymore). Butters turned back too, watching as Cartman joined Stan and Kyle at Stan's locker. He started talking, then looked around, stopping Butters and sneering at him. Then he laughed that obnoxious laugh and somehow Butters he knew was being laughed at. When he turned back to Kenny his cheeks were burning.

"I-I don't know." Butters answered quietly, looking at his shoes. Kenny's frown deepened and he reached out to grab Butters' arm. The smaller blonde tensed under the touch.

"You shouldn't let him push you around like that." Kenny advised, trying to get Butters to look up at him.

_He's right. You should push back, _that voice hissed again, and Butters shivered. Butters shook his head violently, closing his eyes briefly.

"No, I-I know." he said quickly, ignoring the voice. Kenny's eyebrows drew together in concern, pausing to gather his words.

"Butters... Is something wrong?" Kenny asked, squeezing Butters' arm.

"No!" Butters hissed, looking up suddenly, anger flaring in his eyes for a moment, "I'm fine." He spoke through his teeth, then his expression softened and the anger was gone as quickly as it had come. He blinked at Kenny, a bit dazed for a moment. Kenny's eyes were wide in alarm; he'd never seen Butters eyes that dark and angry before. Butters' cheeks burned when he saw the expression, panic flaring up in his gut.

"I should get back to Eric!" he said before Kenny could ask any other questions. Then he turned on his heel and ran back to Cartman, leaving Kenny alone and baffled once again.

"There you are, Butters!" Cartman greeted, expression a little more pleased than Butters was used to, "We were just talking about you!" Cartman sneered and Kyle rolled his eyes.

"For the last time, we _don't care_ what Butters drew on his math notes!" Kyle said, exasperated with the fat boy. Butters' face turned red again in embarrassment, but he took solace in the fact that Cartman didn't know who the drawings were of.

"Oh, sure you do! They were so good, weren't they, Butters?" Cartman elbowed the blonde, who was shaking again, "I especially liked the one where the Mystery Hunk was looking deep into Butters' eyes and telling him how, 'somehow, he had always been in love with him'." Cartman recited, looking away dreamily then exploding into laughter.

"Shut up, you fat fuck!" The yell sudden yell made all three boys jump, looking around for a moment before all staring at Butters. The blonde gasped and clapped his hands over his mouth, looking horrified. All three boys shared the same wide-eyed, slack-jawed expression; none of them believing the angry yell had come from quiet, people-pleasing Butters. The blonde let out a small, pained whimper, shaking like a leaf and looking like he was about to cry. A second later he was running down the hall. Everything was silent for a few seconds until Stan spoke up.

"What the _fuck_ was that?"

Cruel laughter rang through Butters' head all the way down the hallway; it didn't die down until he was outside the building. He slowed to a walk down the street a bit, breath still uneven and panicked. He sniffed and took a deep breath or two, trying to calm his flaming senses. He stopped suddenly, looking intently down at the sidewalk and clenching and unclenching his fists.

"Stop it." Butters commanded to himself, and something stirred inside him and let out a mocking chuckle, "Stop it!" he repeated, covering his ears and whimpering.

_You stop it,_ the voice answered back, starting up the laughing again. Just as the laughter started Butters was running again, hands still clasped over his ears. After he'd run a few blocks he stumbled and tripped, his knees connecting with the cold concrete. _Smack._ In that instant the laughter stopped and Butters cried out because of the pain, because of the fear of this thing inside him. He crouched down on the concrete, pressing his forehead into the icy pavement and trying to calm himself. After a minute or so he sat back, inspecting his knees. They were pretty badly skinned, gingerly poking at one of them and wincing. He stood with another wince, limping home.

That night Butters had trouble sleeping, haunted by the voice in his head. Or, more precisely, the lack of it. He hadn't heard it since he'd fallen, and that made him nervous. He was starting to believe it had just been a fluke; he hadn't had breakfast that morning, which was probably it. Hunger had made him delirious. It was a simple enough explanation, and simple was enough for Butters, so he was soothed while he drifted into sleep.

He seemed to be awake again as soon as he'd fallen asleep, and he rolled over to go back to sleep but then something curious came over him; he wasn't tired in the slightest. He frowned to himself, sitting up a little and glancing around his room. From the window he could tell it was very dark, but there was a strange light that didn't seem to be coming from anywhere but fell everywhere. It was his room, Butters was sure it was his room, but there was something different about it. He frowned and glanced over the room, eyes landing on a figure. It seemed to slowly come into focus, perched royally in his desk chair facing Butters' bed. Butters didn't jump or gasp; he wasn't surprised at all. Somehow this person, this boy was very familiar. The boy couldn't have been any older than he was, but he gave an air of maturity, like if he told you he was older you would have trouble disproving it. He was tall, that was clear even while he sat, and lanky, with long fingers that rested, intertwined, on his knee. His legs were crossed and his shoulders relaxed, his posture gave the impression of power, of strength. Butters was immediately enraptured by this figure. His face seemed very familiar; like it was somebody he had known well a long time ago and couldn't exactly place. His lips were somehow full an slim at the same time, pulled into a careful, calculated smirk. His hair was a pure, golden blonde, stick-straight and combed back, with a few rebellious strands pulled forward to sit on his forehead. His eyes were striking, a pure, bright blue. Butters was positive it was the same shade as his eyes, but darker somehow, cloudy in their blue purity.

Suddenly Butters was standing, tilting his head and peering into the face of this familiar stranger. The boy's smile grew as he looked back, waiting for Butters to make the first move.

"Is this a dream?" Butters asked quietly, and the boy stood with a flourish. He was easily four or five inches taller than Butters. He grinned down at the identical blonde, taking glee in formulating an answer.

"That is up to you, my love! When it comes down to it, it is you who decides what is real and what is not." he said carefully, holding his smirk for a moment before dissolving into laughter. His laugh. Butters recognized the voice, but it was the laugh that clicked. Butters jumped at the realization, nearly tripping but the embodiment of the voice inside his head was faster. In a moment he was in the boy's arms, grasping to him for dear life. The boy, the voice was very close now, hovering centimeters from Butters' face, holding him up. Butters was sure that if this boy's grip slipped he would crash to the floor.

"Who are you?" Butters asked in a hushed whisper, his expression part confusion and part awe. The boy finally helped him to stand, but didn't release his tight grip on Butters. He leaned closer, cheek brushing against Butters' with a kind of electric tingle.

"I am Chaos," he said; voice a harsh, husky whisper that struck Butters to his very core. He shuddered, bringing an arm up to 'Chaos' to grab on to something. Then Chaos pulled back, lips hovering over Butters' for a moment, then pulling back fully and stepping back.

"Professor Chaos, to be exact." he clarified, giving Butters a curt bow, "Though I suppose I have changed quite a bit, eh?" He chuckled again and Butters shivered, staring at Chaos. This couldn't be real, there was no way. Just then Butters realized what made this room different from his own; there was no door. Where the door was supposed to be there was just more wall. Butters gaped at this stepping over to lay a hand gingerly on the wall.

"Yes, I'm afraid there's no escape from your mind!" His laughter seemed to shake Butters' very bones, shake his whole world.

"So you're.... Professor Chaos." Butters said warily, but something about the name was very familiar, something about Chaos made him sure he knew him very well.

"Just Chaos is fine." he sneered, stepping forward towards Butters, who pressed himself against the door-less wall, "I am a creation of your mind. You couldn't deal with reality, so you created me to deal with it for you." Chaos explained calmly, taking another step forward.

"I am everything you're not. I am all the traits you wish you had. So I suppose I complete you," he mused with a soft chuckle, "You are soft, sweet, considerate, gullible; and I am hardened, cruel, cynical and calculating." As Chaos spoke he stepped over to Butters and reached up, stroking those long fingers down his cheek. Butters was frozen to the spot, listening with wide eyes, absolutely enraptured by Chaos with a mix of fear and awe.

"You are weak, I am strong. You are quiet, I am loud. You are afraid, I am calm. You are... Beautiful." Chaos breathed, running his hand into Butters' hair and holding him there. Butters trembled, wanting to get away, wanting so badly to wake up.

"You hate yourself, so, naturally, I love you." Chaos laughed again, soft but strong right in his ear, sending Butters into another violent shudder.

"No, you... You're not real, you can't... I don't..." Butters voice was tremulous, wanting to deny this image that he had created, wanting to push away this un-reality that was scary in a very real way. He didn't want this, he didn't want Chaos. Chaos licked his lips slowly, contemplatively.

"I can make you _feel_ real." Chaos hissed, brushing his lips against Butters' softly. Butters jumped, finally raising his hands to push against Chaos but his alter-ego was stronger and held him against the wall and mashed their lips together. Butters whimpered and pushed against Chaos until he backed off.

"No!" Butters exploded, "I don't want this! I don't-! Not from you!" Butters was near hysterics, pushing hard against Chaos, trying to get away, to get anywhere that wasn't in Chaos' arms. Chaos relented his grip, turning away from Butters and letting him run over to the bed.

"No, but you want it from Eric?" Chaos spat, following the smaller blonde over to the bed and grabbing him, pulling him close again. Butters cried out, fear in his eyes as he looked up into Chaos' flaming, angry eyes.

"I could make you feel ten _times_ better than he ever could!" Chaos snarled, shaking Butters, "He doesn't love you, he'll _never_ love you!"

"No! No, no!" Butters cried, thrashing around and trying to break Chaos' relentless grip, "No, no, no!"

Suddenly Butters' eyes sprang open and his ceiling hung above him, his own erratic breathing was the only sound he could ear. He felt a pain in his arm and he realized his own arm was grabbing his other arm where Chaos had been gripping only moments away. He pried his hand off his arm and sat, rubbing his face and trying to get the image of Chaos from his mind. Had that just been a dream? He rubbed his arm, chewing his lip.

"_What do you call a dream?_" hissed a voice and Butters whimpered, shaking his head to himself.

"No..."

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Eh? Eh? Bend my ear, drop me a review!

Michelle


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